UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| ¨ | Definitive Additional Materials | |
| x | Soliciting Material Pursuant to §240.14a-12 | |
PERRY ELLIS INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Copies to:
| A. Jeffry Robinson, Esq. Broad & Cassel 2 South Biscayne Boulevard Miami, FL 33131 (305) 373-9400 |
Keith E. Gottfried, Esq. Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, N.W. Washington, DC 20004 (202) 739-5947 |
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
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| (2) | Aggregate number of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid:
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| ¨ | Fee paid previously with preliminary materials: | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount previously paid:
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| (2) | Form, Schedule or Registration Statement No.:
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| (3) | Filing Party:
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| (4) | Date Filed:
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Perry Ellis International, Inc., a Florida corporation (“Perry Ellis” or the “Company”), is filing materials contained in this Schedule 14A with the U.S. Securities and Exchange Commission (“SEC”) in connection with the solicitation of proxies from its shareholders in connection with its 2015 Annual Meeting of Shareholders scheduled to be held on Friday, July 17, 2015, at a time and location still to be determined, and at any and all adjournments, postponements or reschedulings thereof (the “2015 Annual Meeting”). Perry Ellis filed a preliminary proxy statement and accompanying preliminary proxy card with the SEC in connection with its solicitation of proxies to be used at the 2015 Annual Meeting on May 20, 2015.
Investor Presentation
Attached hereto is an investor presentation that Perry Ellis is making publicly available beginning on May 27, 2015. This presentation is being filed with the SEC since it may be deemed to be solicitation material in respect of the solicitation of proxies from shareholders in connection with the 2015 Annual Meeting.
Important Additional Information And Where To Find It
On May 20, 2015, Perry Ellis filed a preliminary proxy statement and accompanying preliminary proxy card with the SEC in connection with the solicitation of proxies from Perry Ellis shareholders in connection with the matters to be considered at the 2015 Annual Meeting. Perry Ellis, its directors and certain of its executive officers are deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the 2015 Annual Meeting. Information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, has been set forth in the Company’s preliminary proxy statement for the 2015 Annual Meeting, including the schedules and appendices thereto. To the extent holdings of the Company’s securities have changed since the amounts set forth in the Company’s preliminary proxy statement for the 2015 Annual Meeting, such changes will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov.
INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY PROXY STATEMENT, THE ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED BY PERRY ELLIS WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement, the accompanying proxy card, and other documents filed by Perry Ellis with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Investor Relations section of the Company’s corporate website at www.pery.com, by writing to the Company’s Corporate Secretary at Perry Ellis International, Inc., 3000 N.W. 107th Avenue, Miami, FL 33172, or by calling the Company’s Corporate Secretary at (305) 873-1245.
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Powerful Lifestyle Brands
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Safe Harbor Statement
We caution readers that the forward-looking statements (statements which are not historical facts) in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations rather than historical facts and they are indicated by words or phrases such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “guidance,” “indicate,” “intend,” “may,” “might,” “plan,” “possibly,” “potential,” “predict,” “probably,” “proforma,” “project,” “seek,” “should” or “target” or the negative thereof or other variations thereon and similar words or phrases or comparable terminology. Such forward-looking statements include, but are not limited to, statements regarding Perry Ellis’ strategic operating review, growth initiatives and internal operating improvements intended to drive revenues and enhance profitability, the implementation of Perry Ellis’ profitability improvement plan and Perry Ellis’ plans to exit underperforming, low growth brands and businesses. We have based such forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, many of which are beyond our control. These factors include: general economic conditions, a significant decrease in business from or loss of any of our major customers or programs, anticipated and unanticipated trends and conditions in our industry, including the impact of recent or future retail and wholesale consolidation, recent and future economic conditions, including turmoil in the financial and credit markets, the effectiveness of our planned advertising, marketing and promotional campaigns, our ability to contain costs, disruptions in the supply chain, our future capital needs and our ability to obtain financing, our ability to protect our trademarks, our ability to integrate acquired businesses, trademarks, trade names and licenses, our ability to predict consumer preferences and changes in fashion trends and consumer acceptance of both new designs and newly introduced products, the termination or non-renewal of any material license agreements to which we are a party, changes in the costs of raw materials, labor and advertising, our ability to carry out growth strategies including expansion in international and direct-to-consumer retail markets, the effectiveness of our plans, strategies, objectives, expectations and intentions which are subject to change at any time at our discretion, potential cyber risk and technology failures which could disrupt operations or result in a data breach, the level of consumer spending for apparel and other merchandise, our ability to compete, exposure to foreign currency risk and interest rate risk, possible disruption in commercial activities due to terrorist activity and armed conflict, actions of activist investors and the cost and disruption of responding to those actions, and other factors set forth in Perry Ellis’ filings with the Securities and Exchange Commission
(SEC). Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those risks and uncertainties detailed in
Perry Ellis’ filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which are valid only as of the date they were made. We undertake no obligation to update or revise any forward-looking statements to reflect new information or the occurrence of unanticipated events or otherwise, except as otherwise required by the federal securities laws.
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Company Highlights
Global Leader in the Apparel Industry Iconic Portfolio of Lifestyle Brands Well-Positioned in Attractive Markets Diversified Distribution Channels
Growing Direct-to-Consumer and International Businesses Strong Financial Position Cost Reduction Initiatives Underway Steadily Improving Financial Results Experienced and Engaged Board of Directors and Seasoned Management Team
Focused On Driving Growth, Enhancing Profitability and Creating Shareholder Value
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Driving Growth and Enhancing Profitability
Strong Q1 fiscal 2016 results:
Adjusted diluted EPS increased 80% YoY to $0.99
Adjusted gross margin expansion of 80 bps to 34.9%
Adjusted EBITDA margin expansion of 200 bps to 9.3%
Net revenues of $266 million o 4% increase YoY due to core brand growth
Realized $12 million in cost reductions in fiscal 2015
Process enhancements
Inventory management
Sourcing improvements
Perry Ellis’ total shareholder returns for FY15 over prior year increased
53%, vs. S&P Apparel Index at 4% vs. NASDAQ at 14%
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Strong Stock Return Compared to Peers
PERY Peer Group
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Year* 3 Year** 6 Year** |
APP -8.7% 19.5% -56.2%
COLM 36.9% 80.7% 196.0%
CRI 34.3% 92.2% 379.6%
CROX 4.0% -46.4% 783.3%
DECK -8.7% -21.0% 279.3%
DLA -1.7% -39.9% 145.5%
GES -35.8% -41.0% 16.7%
GIII 57.0% 316.6% 1667.3%
OXM 21.1% 9.3% 739.9%
SHOO 17.6% 25.3% 566.8%
ZQK -74.5% -58.4% -11.0%
Average 3.8% 30.6% 427.9%
High 57.0% 316.6% 1667.3%
Low -74.5% -58.4% -56.2%
S&P Retail 29.4% 83.2% 217.4%
PERY 81.50% 49.70% 522.7%
Since implementing our Growth and Profitability plan, PERY increased 1-yr total shareholder return (TSR) to 81.5%
Successfully navigated through the financial crisis, where many peers were less successful, supported in large part by introduction of golf license (in 2002) and operating discipline
Increased TSR by 53% in FY15 compared to S&P Apparel index at 4% and NASDAQ at 14%
For the trailing 12 months (5/16/14 – 5/15/15)
For the fiscal year ending 1/31/15
The peer group is composed of companies identified on page 30 of the preliminary proxy statement filed with the SEC on May 20, 2015. Such companies were identified in consultation with an independent outside consultant and include companies of similar size and business.
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Perry Ellis’ Strategy Is Working
Our Growth and Profitability Plan…
…Has Yielded Clear Results
Portfolio Optimization
Expand international and licensing distribution
Direct-to-Consumer Expansion
Enhance Strategic Positioning
Strategic Cost Savings
Exited 30 underperforming, low growth brands,
generating ~$80M in revenues since FY14
Gross margin expansion of 80 bps in FY15 and
Q1 FY16
FY15 International revenues grew 15% to represent
12% of revenues, licensing income grew 7% to
represent 4% of revenues
Signed 27 new licenses in FY15, extending 8 brands
across geographies and product categories
DTC revenues rose 13% to represent 10% of
total revenues
Grew Perry Ellis and Original Penguin to account for
35% of total revenues
Expanded golf lifestyle globally and through licensing
Realized $12M in cost savings in FY15, $2.3M in
Q1 FY16
FY16 capital refinancing to save $4.5M; 13%
inventory decrease
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Business Overview
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Diversified Fundamentals Drive Shareholder Value
A World Class Portfolio of Brands Anchored in:
Men’s
Sportswear
Golf Lifestyle Apparel
Women’s
Sportswear
FY 2015A
Wholesale 86% Revenue
Breakdown 4% Licensing
10% Direct-to-Consumer
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Iconic Portfolio of Lifestyle Brands
85% of Revenues in Core Brands; Global Retail Sales ~$2.6 Billion
24%
of Revenues $930M Retail
11%
of Revenues $385M Retail
15%
of Revenues $365M Retail
21%
of Revenues $510M Retail
14%
of Revenues $435M Retail
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Long Standing Wholesale Relationships
25,000+ doors penetration across Multiple Demographic Segments, Price Points and Distribution Channels
Luxury
Dept /
Mid-Tier
Specialty
Club / Mass
International
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PERRY ELLIS
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An Iconic American Brand
Editorial
THE WALL STREET JOURNAL
Fashion Show
PERRY ELLIS FALL 2015 COLLECTION
“Designers Dial Up Drama,” featuring Michael Maccari’s inspiration sketch for the Spring
2015 collection, along with a select group of designers.
Perry Ellis presented to the New York runway in February with Michael Maccari’s Fall 2015 collection. Key feature articles were written by The New York Times,The Wall Street Journal, GQ.com, WWD, Pagesix.com, LATimes.com, Examiner.com, IssacLikes.com, TheFashionSpot.com and more.
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Brand Overview
Iconic, accessible designer lifestyle brand with strong global awareness
Perry Ellis offers a full lifestyle sportswear collection: Contemporary dress, mix and match shirts, trousers, knits, sweaters and outerwear
$930M
Global Retail Sales
Licensing
9%
FY 2015
DTC 28% Direct
Revenue
Mix 63%
Wholesale
18 – 54 (Primary: 32 – 40) | Income: $100K+ | Married with children | College educated | Professional / Managerial | Ethnically diverse | Sophisticated | Active and social | Open-minded 13
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Wholesale Growth & Profitability Strategy
Key Retail Partners
Strategic Initiatives
Strengthen profitability of wholesale partners via:
Complimentary active product launch (360O series)
Strong inventory management and faster turns
Enhanced product-value proposition and increased number of product offerings
(outerwear, footwear)
Shop-in-shop installations and compelling visuals at key retail accounts
Grow International Business via Perry Ellis America concept
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Direct-to-Consumer Overview
Strategic Initiatives
Establish retail excellence through superior systems,
customer service and regional product presentation
Expand high-margin businesses including luggage,
footwear and accessories
Execute small-door and climate-right strategies
Intensify key item ownership
Maximize omni-channel experience through store
fulfillment of online orders
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Directly-Operated Retail Stores
E-com website www.perryellis.com
FY 2016 YTD Performance Through Q1
Total DTC and Retail Store comparable sales both up single digits
E-commerce +67% comparable sales
Continued focus on margin improvement with +200 basis point improvement vs LY
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Licensing & International Development
Perry Ellis’s global presence supported by 23 Domestic and 20 Global licensees:
Fragrance and footwear largest partners
34 Licensed-operated stores (27 in Latin America and 7 in Asia)
Perry Ellis Strategy
Concentrate resources on globalizing Perry Ellis brand in white-space markets
Launch in Asia and EMEA through use of classic licensing and other revenue models (Joint Ventures / Direct to Retail)
Leverage 2016 introduction of Perry Ellis America in Europe as springboard for additional licensing revenue
Drive revenue growth with existing partners in developed markets (U.S. & Latin America)
Accelerate partner Direct-to-Consumer initiatives
Exploit under-optimized categories and distribution channels (E-commerce)
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an original
Penguin
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Brand Overview
The iconic Original Penguin brand represents a mix of American Sportswear and contemporary fashion
Our designers have reworked mid-century classics to reflect today’s lifestyle and stay culturally relevant in global markets, appealing to a style-savvy consumer
$385M
Global Retail Sales
Licensing
6%
FY 2015
DTC 34% Direct
Revenue
Mix
60% Wholesale
International
FY 2015
36% Direct
Geographic
Mix 64% North
America
18 – 54 (Primary: 25 – 35) | Income: $75K+ | Creative | Influencer | Tech & Culturally Savvy | Social and Outgoing
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Wholesale Partner Overview
North America
(52% of Wholesale channel)
1,400+ door distribution
Europe
(48% of Wholesale channel)
950+ door distribution
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Wholesale Growth & Profitability Strategy
Strategic Initiatives
Convert Classification-driven business into Full-Lifestyle collection offerings
Expand small leather goods and accessories in Q3 and Q4 of Fiscal 2016
Optimize penetration of existing accounts to include shop-in-shops
Identify new retail partners via direct expansion, distribution agreements and/or licensing
Revenue Growth of +15% on 3-year CAGR, driven by:
200+ new doors added between Fiscal 2014 and Fiscal 2015
Elevated retailer-exclusive programs (Saks Fifth Avenue and Bloomingdale’s)
EBITDA margin expansion driven by improved sell-through at retail and productions buys leveraging global view of the brand
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Direct-to-Consumer Overview
Strategic Initiatives
Expand and intensify outerwear and accessories business to grow sales and profit margin
Develop leather bags, footwear, fragrance business
Maintain balanced product assortments at outlet stores
New OPG luggage product line (2015)
Continue to develop dress up collection
Maximize omni-channel experience through store fulfillment of online orders
Performance Update Through Q1
Q1 operating income expanded over 500 BPS
Global E-com comp up double-digits comparably
Launching EUR currency denominated website in Q2
Moving brand’s UK flagship store to a new location with stronger foot traffic
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Directly Operated Retail Stores
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E-com websites |
European
North E-com 58%
America
E-com 4%
14%
FY 2015
OPG-DTC
U.K. 19% Revenue 63%
Stores Mix
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U.S.
Stores
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Chart excludes revenue from 63 franchise operated stores
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Licensing & International Development
Original Penguin global presence supported by 31 licensees for the brand:
65 License-Operated Stores (46 in Latin America and 19 in Philippines / Eurasia)
Original Penguin Strategy
Build on strong brand momentum to generate additional growth opportunities at retail for existing licensees
Accelerate partner Direct-to-Consumer initiatives
Grow opportunities in key categories: kids apparel & footwear, watches, eyewear
Expand revenue through licensing partners in Middle East, Africa, and India markets
Leverage our direct sales growth in Europe: Build on brand support among key retailers in Europe (House of Fraser, El Corte Ingles, Galeries Lafayette) to grow royalty income
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PEI GOLF
PERRY ELLIS INTERNATIONAL
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Leading Golf Apparel Company
Owned Brands
Licensed Brands
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A Dominant Force in Golf Lifestyle Apparel
Revenue growth of +14% on 4-year CAGR, driven by:
Pioneering the evolution of golf apparel
Constant product innovation
Growth and diversification across authentic golf channels of distribution
Off-Course
Big Box Green Grass Tournament Corporate
Golf Specialty
Strategic Initiatives
Athleisure expansion across golf lifestyle portfolio
International expansion underway across Europe, Africa, Middle East & Asia
Licensing expansion for Ben Hogan brand
DTC opportunities via launch of www.callawayapparel.com and retail partners’ websites
Launch product extensions (Callaway Training, Golf Accessories)
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Product Innovation Cornerstone
Callaway’s Opti-Series Performance Technologies: Performance Cotton & Outlast Technology
PGA Tour
Motionflux & Cottonflux
Grand Slam Airflow
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Financial Highlights
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Licensing & International Development
$31M+ 150+ Licensing 90 Franchise
Royalty Income Agreements Operated Retail
Stores
YTD Fiscal 2016 Update
Royalty revenue increased +10%
Executed 8 new agreements, including first agreement in India for Original Penguin
Strategic Initiatives
Add $10 million royalty revenue over next 4 years
Expand international penetration from 25% to 40% of licensing income
Concentrate resources on globalizing core brands/product categories
Focus on underpenetrated markets, categories and channels
Continue to upgrade licensees
Pursue additional revenue models in addition to classic licensing (JV, Equity Participation,
Direct-to-Retail) for non-core brands
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Financial Summary
Full Year 3M YTD 3M YTD
FY 2015A FY 2015A FY 2016A FY 2016E*
Total $890.0 $257.3 $266.4 $925M –
Revenue $935M
Adj. Gross $303.0 $87.7 $93.0 34.5% –
Profit**1 34.0% 34.1% 34.9% 34.6%
Adj. $39.8 $18.7 $24.7 $55M (6.0%) –
EBITDA** 4.5% 7.3% 9.3% $58M (6.25%)
$0.56 $0.55 $0.99 $1.68 –
Adj. EPS** $1.75
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Adjusted for costs associated with exited brands and other strategic initiatives |
*Guidance as of 05/14/2015
**Non-GAAP reconciliations are contained in in PERY press release issued on 5/14/15, which was , filed as Exhibit 99.1 to a Form 8-k filed with the SEC on 5/14/15.
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Capitalization Summary
Actual Actual
Capitalization May 2, 2015 May 3, 2014
Cash & Investments $ 32.7 $ 47.8
Senior Credit Facility $ 9.7 $ 64.6
Senior Subordinated Notes Payable, net $ 150.0 $ 150.0
Real Estate Mortgages $ 21.9 $ 22.7
Total Net Debt $139 $189
Inventory $ 153.5 $ 177.2
Accounts Receivable $ 181.0 $ 183.1
Total Current Assets $ 379.8 $ 434.2
Total Shareholders’ Equity $ 313.4 $ 357.1
Summary Credit Statistics
Total Net Debt to Capital 31% 35%
Net Debt / LTM EBITDA as Adjusted 3.0x 5.7x
LTM EBITDA as Adjusted / PF Interest Expense 3.2x 2.2x
Effective 5/6/15, $100 million senior subordinated notes redeemed and financed through expansion of senior credit facility
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Strong Fundamentals Fueling Future
Improving sales trends and operating margins
Focused and continued momentum on higher-margin geographies and channels of distribution
Disciplined expense and inventory control
Strong balance sheet and capital structure to support growth
Many avenues for significant earnings growth
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Highly-Qualified, Experienced, Committed and Engaged Board and Management Team
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Perry Ellis Proposes Board of Directors to be Composed of Apparel and Retail Industry Heavyweights
George Feldenkreis, Chairman
48 years of experience at PEI
Founded & built PERY into apparel giant
Grew PERY from $33M in sales in FY92 to $890M
in FY 15
Early pioneer in creating and developing
international sourcing networks for apparel
manufacturing
Jane DeFlorio, Lead Independent Director
16 years experience advising retail industry sector at
Deutsche Bank, UBS and Morgan Stanley
Focus on retail, e-commerce, finance for retail
groups
Vice Chairman of Board of Trustees and Chairman
of the Audit and Risk Committee at The New School
University
Oscar Feldenkreis, Vice Chairman
(Nominee)
President, CEO-designee and COO, Perry Ells
35 years of experience at PERY
Expanded PERY global branded focus beyond
private-label into men’s and women’s apparel
beginning with 1997 acquisition of Original Penguin
Member of Advisory Board for the Jay H. Baker
Retailing Center Wharton School
Bruce J. Klatsky (Nominee)
Over 45 years experience in apparel industry
Former Chairman & CEO of PVH Corp.
Led transformation of PVH from a 120 year-old shirt
company into one of the largest apparel and
footwear companies in the world
Previously, served on President Clinton’s White
House Apparel Task Force
Michael Rayden (Nominee)
Former CEO of nationally recognized retailers Tween
Brands Inc., Pacific Sunwear of California Inc., The
Stride Rite Corporation and Eddie Bauer Inc.
Former director of David’s Bridal, Inc., Dress Barn, Inc.,
Pacific Sunwear of California, Inc., Strottman
International, Inc., The Stride Rite Corporation, and
Tween Brands
Extensive apparel, wholesaling, brand building exp.
J.David Scheiner
35 years experience in senior management at
major retailers
Former President and CEO of Macy’s Florida and
Puerto Rico
Consultant to retail, wholesale and private equity
companies
Extensive experience as director of apparel and
retail companies
Alexandra Wilson
15 years international experience in luxury goods, e-
commerce, retail and finance
Founder of online retailers Gilt and GLAMSQUAD
Serves on numerous non-profit boards
Active adviser and mentor for numerous startups
and entrepreneurs in fashion, beauty, retail and
technology
DeFlorio, Scheiner and Wilson added as independent directors in 2014
Klatsky and Rayden nominated to stand for election at 2015 Annual Meeting for total of five of seven new directors since 2014
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Strong Corporate Governance Practices
Independent Leadership and Oversight Aligned with Long-Term Shareholders
Perry Ellis’ Board and management own approximately 25% of the outstanding shares of the Company’s common stock
Restrictions on hedging and pledging of common stock for directors/executives Stock ownership requirements for directors/executives
Three new Directors added in the last 15 months ensures fresh perspectives
If two new proposed nominees elected, five out of seven would have been added since 2014
All non-management Directors are independent
History of strong and highly qualified lead independent directors—Jane DeFlorio named new lead Independent director in May 2015
Strong Governance Practices
Majority voting and resignation policy for election of directors at uncontested meetings
Compensation recoupment policy applicable to directors and executive officers
Independent directors meet regularly without management
Further aligned compensation with long-term performance
No shareholder rights plan or poison pill in effect
One class of voting common stock
Shareholders have right to call special meeting
No super voting provisions in articles or by-laws
Sustainability and Diversity
Comprehensive sustainability program with substantive annual reporting
Innovative dying techniques reduce water consumption by 92%
2014 Breakthrough Award—Women Executive Leadership and 20/20 Women on Boards
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Important Additional Information
This presentation may be deemed to be soliciting material in respect of the solicitation of proxies from stockholders in connection with Perry Ellis’ 2015 Annual Meeting of Shareholders. On May 20, 2015, Perry
Ellis filed a preliminary proxy statement and accompanying preliminary proxy card with the SEC in connection with the solicitation of proxies from Perry Ellis shareholders in connection with the matters to be considered at the 2015 Annual Meeting.
Perry Ellis, its directors and certain of its executive officers are deemed to be participants in the solicitation of proxies from Perry Ellis’ shareholders in connection with the matters to be considered at the 2015
Annual Meeting. Information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, has been set forth in Perry Ellis’ preliminary proxy statement for the 2015 Annual Meeting, including the schedules and appendices thereto. To the extent holdings of Perry Ellis’ securities have changed since the amounts set forth in Perry Ellis’ preliminary proxy statement for the 2015
Annual Meeting, such changes will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY PROXY STATEMENT, THE ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED BY PERRY ELLIS WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement, the accompanying proxy card, and other documents filed by Perry Ellis with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Investor Relations section of Perry Ellis’ corporate website at www.pery.com, by writing to Perry Ellis’ Corporate
Secretary at Perry Ellis International, Inc., 3000 N.W. 107th Avenue, Miami, FL 33172, or by calling Perry
Ellis’ Corporate Secretary at (305) 873-1245.
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PERY
PERRY ELLIS INTERNATIONAL
PERY . COM
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